PARTNER PORTALTERMS & CONDITIONS(last updated: 29 March 2024)
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Axiory Global Ltd. is authorised and regulated by the Belize Financial Services Commission (FSC) with Registration No. 000122/8.
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Table of Contents
INTRODUCTION ....................................................................................................................................... 3
BACKGROUND ......................................................................................................................................... 3
DEFINITIONS ............................................................................................................................................ 3
USE OF THE PORTAL ................................................................................................................................ 5
LIMITATION OF LIABILITIES ...................................................................................................................... 5
SERVICE MAINTENANCE .......................................................................................................................... 6
INTELLECTUAL PROPERTY RIGHTS AND MARKETING MATERIAL ............................................................. 6
CONFIDENTIALITY AND DATA PROTECTION ............................................................................................ 6
INDEMNIFICATIONS................................................................................................................................. 7
FORCE MAJEURE ..................................................................................................................................... 8
TERMINATION ......................................................................................................................................... 8
EFFECTS OF TERMINATION...................................................................................................................... 8
THIRD PARTY RIGHTS ............................................................................................................................... 9
SEVERANCE.............................................................................................................................................. 9
GOVERNING LAW AND JURISDICTION ..................................................................................................... 9www.axiory.com

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Axiory Global Ltd. is authorised and regulated by the Belize Financial Services Commission (FSC) with Registration No. 000122/8.
Tradit Ltd. is licensed and regulated by the FSC Mauritius lic. no GB21026376.

1.

INTRODUCTION

1.1. These Partner Portal Terms & Conditions (the “Terms”) are made between Axiory Global
Limited, incorporated under the laws of Belize, under Reg. No. 000005723 (former Reg.
No.127090) and having its registered office at No. 1 Corner of William Fonseca Street andMarine Parade, Belize City (“AXIORY”) and you (the “Partner”).
1.2. In submitting your application to become a Partner of AXIORY you agree to these Terms
which enter into force as of the date when AXIORY agrees to accept you as a Partner (the“Effective Date”). These Terms should be read in conjunction with the Partner Agreement.
1.3. AXIORY and Partner may be referred to individually as a ‘party’ and collectively as the‘parties’ in these Terms.
2.

BACKGROUND

2.1. AXIORY is a Belizean Licensed Service Provider, authorised by the Belize Financial ServicesCommission (the “FSC”) under License No. 000122/405, to provide trading in financial andcommodity-based derivative instruments and other securities (the “Investment Services”).
2.2. AXIORY and the Partner have entered into an agreement under which the Partner shallintroduce Clients, and/or other Partners to AXIORY, subject to the terms and conditions
set forth in the Partner Agreement.
2.3. By being approved by AXIORY to join its Partner Programme, AXIORY grants the Partner a
non-exclusive, revocable, non-transferable with no rights to sublicense, access to its
Partner Portal (the “Portal”) that shall enable the Partner to access and make use of thePortal in accordance with these Terms.
3.

DEFINITIONS

3.1. For the purposes of the present Agreement, the following terms shall be interpreted asfollows:
Clientmeans a person who is a client or potential client of AXIORY
Confidential Informationmeans all non-public information (whether in oral, writtenor electronic form) given by one party to the other’sbusiness, finance or technology, know-how, intellectualproperty, assets, strategy, products and clients, including
without limitation, information relating to management,
financial, marketing, technical and other arrangements oroperations of any associate, person, firm, or organisation
associated with that party
Data Protection Laws
means all applicable legislation in connection with privacy
and the processing, collection, use and protection ofpersonal data in any jurisdiction
Dormant Partner
means a Partner without any onboarding of Clients, norcommunication with AXIORY after notice and withouttransfers for at least a period of one (1) year
Intellectual
Property means patents, utility models, rights to inventions,
Rightscopyright and related rights, moral rights, trademarks andservice marks, business names and domain names, rights
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Marketing Material

Partner CodePartner Portal
Partner Programme

Website4.

in get-up[and trade dress, goodwill and the right to sue forpassing off or unfair competition, rights in designs, rights incomputer software, database rights, rights to use, andprotect the confidentiality of, confidential information(including know-how [and trade secrets]), and all otherintellectual property rights, in each case whether
registered or unregistered and including all applications
and rights to apply for and be granted, renewals orextensions of, and rights to claim priority from, such rights
and all similar or equivalent rights or forms of protection
which subsist or will subsist now or in the future in any partof the world
means promotional, advertising, communication and/or
other materials that relate to AXIORY and its products andservices as made available on the Portal or otherwise
provided to the Partner by AXIORY
means the Code that the Client and/or Sub-Partner and/or
Parent-Partner shall enter into the registration form to be
categorized under the Partner
means the platform whereby the Partners are registered,their invoices issued and remuneration is calculatedmeans AXIORY’s Partner Programme, as may be amended
from time to time at AXIORY’s sole and absolute discretion,
located at the Website(s)www.axiory.com and any other website as may be addedby AXIORY, in its sole and absolute discretion, from time totime

USE OF THE PORTAL

4.1. The Partner represents and warrants for as long as these Terms apply and the Partner
has access to the Portal that:(a) Partner shall access and use the Portal in compliance with any regulatory
applications, laws and statutes applied and also in compliance with the Partner
Agreement;(b) Partner is responsible for all instructions and communications through the Portal,related and associated to the Partner’s Code, and such instructions shall be bindingon the Partner. Any instructions transmitted through the Portal by the Partner aretransmitted at their own risk.
(c) Partner has in place all necessary security and compliance procedures required byany applicable laws and regulations to prevent violation of the Portal and/or
unauthorised access to the Portal which might result in computer viruses or otherharmful codes into the Portal.
(d) Partner takes all reasonable care to safeguard all passwords, access codes or otheraccesses issued to the Partner from time to time by AXIORY and will take allappropriate actions not to authorise or permit to any other person to authorise
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access to the Portal through such issued passwords. The Partner shall immediately
notify AXIORY of any unauthorised use of the issued passwords and/or access codes
and the Partner continues to be held responsible for any transaction and/or
communication associated to the issued passwords and/or access codes even if thesehave been entered through the Portal unauthorised.
(e) Partner is solely responsible for informing AXIORY upon accepting the Partner
Agreement who the Partner’s Authorised Users will be and any changes made tothem during the term of the Partner Agreement and these Terms. AXIORY shall haveno liability and accepts none of any transactions made by Authorised Users should
any change to the Authorised Users not have been communicated to AXIORY.
(f) Partner shall use the Portal only to access applications covered by these Terms andthe Partner shall not publish, transmit or otherwise disseminate any content of thePortal in violation of what is agreed herein and further, the Partner will not use thePortal to post or transmit any information that is deemed to be considered aslibellous or slanderous and the Partner agrees to hold AXIORY fully indemnified fromany such claim made by any third party.
(g) Partner shall have no right to sell, lease, reproduce or decompose any part of thePortal, or copy or alter it in any way.
5.
LIMITATION OF LIABILITY
5.1. AXIORY provides the Portal and all components unless otherwise explicitly stated in theseTerms on an “AS IS” basis with no representation or warranty other than as expressedherein.
5.2. AXIORY shall not be responsible for any internet interruptions and any direct or indirectloss as a result of such interruptions.
5.3. AXIORY warrants that the Portal will not infringe any or violate any intellectual property
rights of a third party, and that the Portal conforms substantially to its specifications.
5.4. To the fullest extent, AXIORY shall have no liability towards the Partner or Clients under
the Partner for any loss, loss of data, or any other direct or subsequent loss derived
arising out of or in connection with the use of the Portal.
6.

SERVICE MAINTENANCE

6.1

The Portal will be updated from time to time in order to improve its functionality andperformance.
AXIORY reserves the right to initiate service maintenance at any time without previous
notice to the Partner.

6.2

7.

INTELLECTUAL PROPERTY AND MARKETING MATERIAL

7.1. Nothing in these Terms shall assign, transfer or vest in either party any IntellectualProperty Right owned by the other party.
7.2. Neither party shall use Intellectual Property without the other’s express prior writtenconsent.

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7.3. The Partner acknowledges and agrees that the Marketing Material are, and shall remain,
the property of AXIORY, and nothing in these Terms shall convey to the Partner any rightsof ownership in the Marketing Materials.
7.4. The Partner shall not take any action, or inaction, that would impair the value of, orgoodwill associated with, the Marketing Materials.
7.5. Marketing Materials created by the Partner shall be done so in accordance with theMarketing Materials Rules and Guidelines set out in Schedule 2 of the PartnerAgreement.
8.

CONFIDENTIALITY AND DATA PROTECTION

8.1

Both parties agree to duly observe and adhere to all the requirements of the Data
Protection Laws.
Both parties shall treat Confidential Information as confidential, except as may benecessary to fulfil their respective obligations in the conduct of investment business andexcept as may be required by law or regulatory body.
This clause will not apply to information which was rightfully in the possession of suchparty prior to these Terms, which is already public knowledge or becomes so as at afuture date (otherwise than as a result of a breach of this clause) or which is trivial or
obvious.

8.2

8.3

9.

INDEMNIFICATIONS

9.1. The Partner agrees that AXIORY will not be held liable for any costs, damages or losses
caused by force majeure events, including but not limited to, government restrictions,exchange or market rulings, suspension or delay of trading, war, civil disturbances,
earthquakes, strikes, equipment failure, communication line failure, system failure,
unauthorised access, theft or any problem, technical or otherwise, which may prevent
the Client from entering or modifying an order or prevent AXIORY from acting on anonline instruction, or other events or conditions beyond AXIORY’s control, as determined
and at the sole discretion of AXIORY.
9.2. The Partner agrees that AXIORY will not be held liable for any and all manner of claims,
demands, proceedings, suits or actions, liabilities, losses, expenses and costs (including
accountant and attorney fees) (collectively “Loss”) relating to or arising out of:(a) The Partner’s failure to perform its obligations under any agreement with AXIORY;(b) Any dishonest, fraudulent, negligent or criminal act or omission on the part of thePartner, or any person acting on its behalf, with respect to the Clients and/or otherPartners;(c) The Partner’s breach of any warranty made by it under any agreement with AXIORY;
or(d) The institution of any investigation, claim, suit, action, or other proceeding against
AXIORY relating to or arising out of these Terms or the Partner Agreement by a Client
and/or Sub-Partner and/or Parent Partner, any governmental, regulatory or selfregulatory authority or organisation.

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Axiory Global Ltd. is authorised and regulated by the Belize Financial Services Commission (FSC) with Registration No. 000122/8.
Tradit Ltd. is licensed and regulated by the FSC Mauritius lic. no GB21026376.

9.3

Upon notice from AXIORY, the Partner will promptly pay to AXIORY any amount owed toAXIORY under this clause. The Partner further agrees that, if any person (natural or legal)
has instituted a claim, suit, action, arbitration or other proceeding, or threatened to doso, against AXIORY which reasonably could expose AXIORY to Loss or damage to its
reputation and that is related to an obligation of the Partner under these Terms, AXIORY
may withhold any amount equal to the amount of any such claim from sums owed to thePartner by the Company, or from any other funds, securities or other property owned by
the Partner and on deposit with AXIORY for any purpose (including, without limitation,funds, securities or other property held in any account of the Partner), until such claim,
suit, action, arbitration or other proceeding has been fully resolved to the satisfaction ofAXIORY.

10. FORCE MAJEURE
10.1. AXIORY shall not be liable for full or partial non-execution of any obligations under theseTerms if such non-execution results from forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes, and interruptions, loss or malfunctions ofutilities, communications or computer (software and hardware) services; it being
understood that AXIORY shall use reasonable efforts which are consistent with acceptedbusiness practices to resume performance as soon as practicable under thecircumstances.
11.

TERMINATION

11.1 These Terms and access to the Portal shall terminate upon the termination of the Partner
Agreement in accordance with clause 11 thereof.
11.2 Notwithstanding clause 11.1 above, these Terms and access to the Portal may beterminated immediately where:(a) The other is in material breach of a term of the Partner Agreement, and if suchbreach is capable of remedy, fails to remedy the breach within seven (7) days or
receiving notice specifying the breach to be remedied;(b) The other shall become insolvent, or enter into receivership, liquidation, provisionalliquidation or voluntary arrangement with its creditors;(c) AXIORY is of the view that the Partner is no longer of good repute.
12.

EFFECTS OF TERMINATION

12.1 Following termination of the Partner Agreement and these Terms, AXIORY shall not
accept any new introductions from the Partner.
12.2 The Partner shall return to AXIORY any stationery, brochures or documents held by virtueof the Partner Agreement and these Terms.
12.3 AXIORY shall prepare a statement of account between the Partner and AXIORY,
settlement of which shall be made within twenty-five (25) business days. Any payment
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due to the Partner shall be payable unless AXIORY determines otherwise in its absolute
discretion acting reasonably and/or in accordance with the terms of the Partner
Agreement.
12.4 Termination of these Terms shall not in any circumstances give rise to a claim forcompensation by the Partner.
12.5 Termination of these Terms shall cause any Client and/or Sub-Partner, to be consideredas directly acquired by AXIORY and the Partner hereby proclaims that non of such Clientsor Sub-Partners shall be contacted by the Partner over the period of one (1) calendar
year since termination.
13. THIRD PARTY RIGHTS
13.1. A person who is not a party to these Terms has no rights to enforce any provisions ofthese Terms but this does not affect any right or remedy of a third party which exists or
is available apart from that act.
14. SEVERANCE
14.1. Any provision or part-provision of these Terms is or becomes invalid, illegal orunenforceable, it shall be deemed modified to the minimum extent necessary to makeit valid, legal and enforceable. If such modification is not possible, the relevant provisionor part-provision shall be deemed deleted. Any modification to or deletion of a provisionor part-provision under this clause shall not affect the validity and enforceability of therest of these Terms.
14.2. If one party gives notice to the other party of the possibility of any provision or partprovision of these Terms is invalid, illegal or unenforceable, the parties shall negotiate ingood faith to amend such provision so that, as amended, it is legal, valid and enforceable,
and, to the greatest extent possible, achieves the intended commercial result of theoriginal version.
15. GOVERNING LAW AND JURISDICITON
15.1. These Terms and any dispute or claim arising out of or in connection with it or its subject
matter of formation shall be governed by and construed in accordance with the laws ofBelize.
15.2. Each party irrevocably agrees that the courts of Belize shall have exclusive jurisdiction tosettle any dispute or claim arising out of or in connection with these Terms or its subject
matter or formation.
15.3. Nothing in this clause limits the right of AXIORY to bring proceedings against the Partnerin any other court of competent jurisdiction, and the bringing or continuing ofproceedings in any one or more jurisdictions shall not preclude the bringing ofproceedings in any other jurisdiction, whether concurrently or not, if and to the extent
permitted by applicable law.

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Axiory Global Ltd. is authorised and regulated by the Belize Financial Services Commission (FSC) with Registration No. 000122/8.
Tradit Ltd. is licensed and regulated by the FSC Mauritius lic. no GB21026376.